REG - Rolls-Royce Holdings - Full Year 2014 Final Results <Origin Href="QuoteRef">RR.L</Origin> - Part 4

Rolls-Royce HoldingsAnnouncement

13/02/2015 07:01

- Part 4: For the preceding part double click  ID:nRSM8119Ec 

ability to conduct business in certain jurisdictions and exposing the Group to potential: reputational damage; financial penalties; debarment from government contracts for a period of time; and/or suspension of export privileges or export credit financing, any of which could have a material adverse effect.  ·   Taking an uncompromising approach to compliance·   Operating an extensive compliance programme. This programme and the Global Code of Conduct are disseminated throughout the Group and are updated and reinforced from time-to-time to ensure their        
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 continued relevance, and to ensure that they are complied with both in spirit and to the letter. The Global Code of Conduct and the Group's compliance programme are supported by appropriate training·   A legal and compliance team is in place to manage our 
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 compliance programme and any ongoing regulatory investigations·   Lord Gold has reviewed the Group's current compliance procedures and the Group  has continued to implement an improvement plan·   Implementing a comprehensive REACH compliance programme.    
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 This includes establishing appropriate data systems and processes, working with our suppliers, customers and trade associations and conducting research on alternative materials                                                                                
 MARKET SHOCKThe Group is exposed to a number of market risks, some of which are of a macro-economic nature.  For example, oil price or foreign currency exchange rates, and some which are more specific to the Group, for example, liquidity and credit risks, reduction in air travel or disruption to other customer operations. Significant extraneous market events could also materially damage the Group's competitiveness and/or credit worthiness. This would affect operational results or the outcomes of financial transactions.                                                                    ·   Maintaining a strong balance sheet, through healthy cash balances and a continuing low level of debt·   Providing financial flexibility by maintaining high levels of liquidity and an investment grade 'A' credit rating·   Sustaining a balanced portfolio 
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 through earning revenue both from the sale of original equipment and aftermarket services, providing a broad product range and addressing diverse markets that have differing business cycles·   Deciding where and what currencies to source in, and where and 
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 how much credit risk is extended or taken. The Group has a number of treasury policies that are designed to hedge residual risks using financial derivatives (foreign exchange, interest rate and commodity price risk)                                         
 IT VULNERABILITYBreach of IT security causing controlled or critical data to be lost, made inaccessible, corrupted or accessed by unauthorised users.                                                                                                                                                                                                                                                                                                                                                                                                                                                           ·   Establishing 'defence in depth' through deployment of multiple layers of software and processes including web gateways, filtering, firewalls, intrusion, and advanced persistent threat detectors and integrated reporting·   Running security and network  
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 operations centres·   Actively sharing IT security information through industry, government and security forums                                                                                                                                                 
 
 
IT VULNERABILITYBreach of IT security causing controlled or critical data to be lost, made inaccessible, corrupted or
accessed by unauthorised users. 
 
·   Establishing 'defence in depth' through deployment of multiple layers of software and processes including web gateways,
filtering, firewalls, intrusion, and advanced persistent threat detectors and integrated reporting·   Running security and
network operations centres·   Actively sharing IT security information through industry, government and security forums 
 
Annual General Meeting 
 
This year's AGM will be held at 11.00am on Thursday, 8 May 2015 at the QEII Conference Centre, Broad Sanctuary,
Westminster, London, SW1P 3EE. 
 
In accordance with the UK Corporate Governance Code and the Company's Articles of Association, all directors of the Company
are required to retire from office and are subject to annual election or re-election by shareholders.   The Notice of the
AGM to be held on 8 May 2015 will specify those current directors who intend to put themselves forward for election or
re-election at the AGM. 
 
Payments to shareholders 
 
At the AGM on 8 May 2015, the directors will recommend an issue of 141 C Shares with a total nominal value of 14.1 pence
for each ordinary share. The final issue of C shares will be made on 1 July 2015 to shareholders on the register on 24
April 2015 and the final day of trading with entitlement to C Shares is 22 April 2015. Together with the interim issue on 2
January 2015 of 90 C Shares for each ordinary share with a total nominal value of 9.0 pence, this is the equivalent of a
total annual payment to ordinary shareholders of 23.1 pence for each ordinary share. 
 
The payment to shareholders will, as before, be made in the form of redeemable C Shares which shareholders may either
choose to retain or redeem for a cash equivalent. The Registrar, on behalf of the Company, operates a C Share Reinvestment
Plan (CRIP) and can, on behalf of shareholders, purchase ordinary shares from the market rather than delivering a cash
payment. Shareholders wishing to redeem their C Shares or else redeem and participate in the CRIP must ensure that their
instructions are lodged with the Registrar, Computershare Investor Services Plc, no later than 5.00pm on 1 June 2015.
Redemption will take place on 3 July 2015. 
 
Annual report and financial statements 
 
The statements below have been prepared in connection with the Company's full Annual Report for the year ended 31 December
2014.  Certain parts thereof are not included with this announcement. 
 
Going concern 
 
The Group meets its funding requirements through a mixture of shareholders' funds, bank borrowings, bonds and notes. At 31
December 2014, the Group had borrowing facilities of £3.5 billion and total liquidity of £4.1 billion, including: cash and
cash equivalents of £2.9 billion; and undrawn facilities of £1.3 billion. £67 million of the facilities mature in 2015. 
 
The Group's forecasts and projections, taking into account reasonably possible changes in trading performance, show that
the Group has sufficient financial resources. The directors have reasonable expectation that the Company and the Group are
well placed to manage their business risks and to continue in operational existence for the foreseeable future, despite the
current uncertain global economic outlook. 
 
Accordingly, the directors continue to adopt the going concern basis (in accordance with the guidance 'Going Concern and
Liquidity Risk: Guidance for Directors of UK Companies 2009' issued by the FRC) in preparing the consolidated financial
statements. 
 
Responsibility statements under the Disclosure and Transparency Rules 
 
Each of the persons who is a director at the date of approval of this report confirms that to the best of his or her
knowledge: 
 
i)      each of the Group and parent company financial statements, prepared in accordance with IFRS and UK Accounting
Standards respectively, gives a true and fair view of the assets, liabilities, financial position and profit or loss of the
issuer and the undertakings included in the consolidation taken as a whole; and 
 
ii)     the Directors' report includes a fair review of the development and performance of the business and the position of
the Company and the undertakings included in the consolidation taken as a whole, together with a description of the
principal risks and uncertainties that they face. 
 
iii)    the Annual Report, taken as a whole, is fair, balanced and understandable and provides the information necessary
for shareholders to assess the Company's performance, business model and strategy. 
 
By order of the Board 
 
 John RishtonChief Executive12 February 2015  David SmithChief Financial Officer12 February 2015  
 
 
This information is provided by RNS
The company news service from the London Stock Exchange